Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [x]

Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [
]

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large
accelerated filer

[
]

Accelerated
filer

[
]

Non-accelerated
filer

[
]

Smaller
reporting company

[x]

(Do
not check if a smaller reporting company)

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [x]

There
is no trading market for the registrant’s common stock. Therefore, there is no aggregate market value of the voting and
non-voting common equity as of the last business day of the registrant’s most recently complete second fiscal quarter.

As
of November 14 2018 647,345,000 shares of the issuer’s common stock were issued and outstanding.

As
used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Registrant,”
“we,” “our” or “us” refer to Darkstar Ventures, Inc., unless the context otherwise indicates
.

Forward-Looking
Statements

Certain
statements contained in this report, including statements regarding our business, financial condition, our intent, belief or current
expectations, primarily with respect to the future operating performance of the Company and other statements contained herein
regarding matters that are not historical facts, are "forward-looking" statements. You can identify forward-looking
statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,”
“should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,”
“plans,” “projected,” “predicts,” “potential,” or “continue” or the
negative of these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future
oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking
statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed
or implied by such forward-looking statements.

All
forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements
to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal
securities and any other applicable law.

Overview

We
were incorporated on May 8, 2007 in the State of Nevada. We was originally established to offer eco-friendly health and wellness
products to the general public via the internet. As we had previously disclosed, on November 20, 2012, we entered into a binding
letter of intent (“LOI”) with Real Aesthetic, Inc., a Nevada corporation (“Real Aesthetic”), to acquire
all of the issued and outstanding shares of common stock in exchange for common stock of the Company. The closing of the transactions
contemplated by the LOI was subject to the completion of the due diligence investigation of both parties, execution and delivery
of documentation for the transaction, consents from the respective boards of directors of both companies and any third parties
and the delivery of audited financial statements by Real Aesthetic. Subsequently, we decided not to pursue the contemplated transaction
with Real Aesthetic.

On
June 28, 2013, FINRA confirmed the 15-1 forward stock split of the Company’s issued and outstanding common stock authorized
by our Board of Directors. The record date of the split was July 8, 2013. All share and per share amounts presented in this Annual
Report and the financial statements and notes thereto have been adjusted for the stock split.

On
February 16, 2016, the Registrant filed a Preliminary Information Statement on Schedule 14C for the purpose of increasing its
authorized capital stock, disclosing as its reason "to facilitate our ability to raise capital in furtherance of our
business plan…” We also disclosed at that time that "we have no present plans, nor have we entered into
any agreements or understandings, that may require the issuance of any of the newly-authorized Common Stock....our Board of Directors
and Majority Consenting Stockholder have determined that it is in the best interests of the Company and all our stockholders to
have available authorized but unissued shares . . .”

Since
February 2016, the Registrant’s Board of Directors authorized the establishment of a new wholly-owned Israeli subsidiary,
Bengio Urban Renewals Ltd (“Bengio Urban”) to focus its limited resources in the area of real estate development,
particularly focusing on the urban renewal market in Israel. To that end, the Registrant raised $150,000 from the sale of restricted
shares to investors to fund the new real estate development operations of Bengio Urban, which has hired employees and has signed
contracts with the current tenants of two buildings who have agreed to vacate the buildings so that they can be redeveloped into
modern state of the art new residential buildings . Based upon the foregoing, the Registrant no longer deems itself to be
a shell company.

2

We
believe, based upon the current real estate market in Israel, that urban renewal projects present an excellent opportunity for
us to generate revenues and profits but cannot forecast when and if such revenues would be generated. The basis for our belief
is that in several major Israeli cities, there is virtually no more room to grow. As a result, several municipal governments have
allowed older buildings to be renovated, thereby giving their respective cities the opportunity to develop new apartments to be
added to or replacing existing buildings.

Additionally,
municipalities have express their concern that many buildings constructed before 1980 will be unable to withstand earthquakes.
In Israel, very few apartment buildings are owned by a single person or entity and since the majority of apartments within buildings
are privately owned, the burden to renovate buildings in order to render them safer in the event of a major earthquake primarily
falls on the multiple owners of various apartment buildings and complexes.

“Tama
38” is an Israeli national zoning plan whereby a contractor assumes the responsibility of renovating an apartment building.
In exchange for covering all costs of renovations, securing building permits and paying requisite taxes, the contractor has is
granted the right to build additional floors to the existing building and sell the apartments built on these floors.

The
apartment owners benefit by receiving a modernized building, strengthened against earthquakes, as well as the additional apartments
added to their buildings. In some cases balconies, storage rooms, parking spaces and elevators may be added as well, further enhancing
the building’s value.

“Pinui
Binui” projects are defined as development where the residents of apartments are temporarily evacuated so that the buildings
may be demolished and rebuilt. The tenants then return to new apartments in the newly finished and renovated building.
The contractor pays all costs for demolition, construction, relocating apartment owners and renting their temporary homes during
construction. In exchange, the contractor adds new apartments in the building which are sold to generate profit.

As
with “Tama 38,” the value of the apartments in the building is increased thereby benefitting the owners and the tenants
return to a new, often larger and safer apartment in a building often with more amenities.

Competition

There
are several Companies in Israel engaged in TAMA 38 however , the Company will continue to be at a significant competitor vis-a-vis
the Company's competitors.

Regulation
and Taxation

The
Investment Company Act of 1940 defines an "investment company" as an issuer which is or holds itself out as being engaged
primarily in the business of investing, reinvesting or trading of securities. While the Company does not intend to engage in such
activities, the Company could become subject to regulation under the Investment Company Act of 1940 in the event the Company obtains
or continues to hold a minority interest in a number of development stage enterprises. The Company could be expected to incur
significant registration and compliance costs if required to register under the Investment Company Act of 1940. Accordingly, management
will continue to review the Company's activities from time to time with a view toward reducing the likelihood the Company could
be classified as an "investment company."

Employees

The
Company currently has no employees.

Item
1A. Risk Factors

Smaller
reporting companies are not required to provide the information required by this Item 1A.

Item
1B. Unresolved Staff Comments

None

3

Item
2. Properties

We
do not lease or own any real property. We do not believe that at this stage in our development we need physical space. We use
the executive offices of our Director . The address is 7 Eliezri Street Jerusalem , Israel

Item
3. Legal Proceedings

There
are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company,
any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a
party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject
of any pending legal proceedings.

On
April 17, 2012 we became listed on the OTC Bulletin Board under the symbol "DAVC". Since such time, there has been no
trading in our common stock.

Dividend
Policy

We
have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the
foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors
and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed
relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends

Holders

As
of November 14 2017 there were 647,345,000 shares of common stock issued and outstanding, which were held by approx. 42 stockholders
of record.

Equity
Compensation Plans

We
do not have any equity compensation plans.

Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None.

Purchases
of Equity Securities by the Small Business Issuer and Affiliated Purchasers

None.

Item
6. Selected Financial Data.

Smaller
reporting companies are not required to provide the information required by this Item 6.

4

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The
following discussion should be read in conjunction with the Company’s financial statements, which are included elsewhere
in this Form 10-K.

Overview

We
were a shell company that was originally established to offer eco-friendly health and wellness products to the general public
via the internet. As we had previously disclosed, on November 20, 2012, we entered into the LOI with Real Aesthetic to acquire
all of the issued and outstanding shares of common stock in exchange for common stock of the Company. The closing of the transactions
contemplated by the LOI was subject to the completion of the due diligence investigation of both parties, execution and delivery
of documentation for the transaction, consents from the respective boards of directors of both companies and any third parties
and the delivery of audited financial statements by Real Aesthetic. Subsequently, we decided not to pursue the contemplated transaction
with Real Aesthetic.

Plan
of Operation

The
Registrant has recently determined, through its recently established, wholly-owned new Israeli subsidiary, Bengio Urban Renewals
Ltd to focus its limited resources in the area of real estate development, particularly focusing on the urban renewal market in
Israel. We believe, based upon the current real estate market in Israel, that urban renewal projects present an opportunity for
us to generate revenues and profits, which we have never experienced since our inception. The basis for our belief is that
in several major Israeli cities, there is virtually no more room to grow. As a result, several municipal governments have allowed
older buildings to be renovated, thereby giving their respective cities the opportunity to develop new apartments to be added
to or replacing existing buildings.

Additionally,
municipalities have express their concern that many buildings constructed before 1980 will be unable to withstand earthquakes.
In Israel, very few apartment buildings are owned by a single person or entity and since the majority of apartments within buildings
are privately owned, the burden to renovate buildings in order to render them safer in the event of a major earthquake primarily
falls on the the multiple owners of various apartment buildings and complexes.

“Tama
38” is an Israeli national zoning plan whereby a contractor assumes the responsibility of renovating an apartment building.
In exchange for covering all costs of renovations, securing building permits and paying requisite taxes, the contractor has is
granted the right to build additional floors to the existing building and sell the apartments built on these floors.

The
apartment owners benefit by receiving a modernized building, strengthened against earthquakes, as well as the additional apartments
added to their buildings. In some cases balconies, storage rooms, parking spaces and elevators may be added as well, further enhancing
the building’s value.

“Pinui
Binui” projects are defined as development where the residents of apartments are temporarily evacuated so that the buildings
may be demolished and rebuilt. The tenants then return to new apartments in the newly finished and renovated building.
The contractor pays all costs for demolition, construction, relocating apartment owners and renting their temporary homes during
construction. In exchange, the contractor adds new apartments in the building which are sold to generate profit.

As
with “Tama 38,” the value of the apartments in the building is increased thereby benefitting the owners and the tenants
return to a new, often larger and safer apartment in a building often with more amenities.

Since
February 2016, the Registrant’s Board of Directors authorized the establishment of a new wholly-owned Israeli
subsidiary, Bengio Urban Renewals Ltd (“Bengio Urban”) to focus its limited resources in the area of real estate development,
particularly focusing on the urban renewal market in Israel. To that end, the Registrant raised $150,000 from the sale of restricted
shares to investors to fund the new real estate development operations of Bengio Urban, which has hired employees and has signed
contracts with the current tenants of two buildings who have agreed to vacate the buildings so that they can be redeveloped into
modern state of the art new residential buildings.

5

Results
of Operations

For
the years ended July 31, 2018 and July 31, 2017

Revenues

The
Company did not generate any revenues during the years ended July 31, 2018 and July 31, 2017

Total
operating expenses

During
the year ended July 31, 2018, total operating expenses were $222,756, which consisted of professional fees , general and administrative
expenses and expenses relating to the new business operations in relation to Tama 38. During the year ended July 31, 2017, total
operating expenses were $310,955, which consisted of professional fees, general and administrative expenses and consulting fees.

Net
loss

During
the year ended July 31, 2018 and July 31 2017, the Company had a net loss of $378,263 and $369,672 respectively.

Liquidity
and Capital Resources

As
of July 31, 2018, the Company did not have a cash balance.

The
Company believes that its current cash is insufficient to fund its expenses over the next twelve months. There can be no assurance
that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings
with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements
or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability
to remain a viable company.

Going
Concern Consideration

The
Company had no revenues and incurred a net loss of $378,263 for the year ended July 31, 2018 and a net loss of $369,672 for the
year ended July 31, 2017. These factors raise substantial doubt about our ability to continue as a going concern. Our ability
to continue as a going concern is dependent on our ability to raise additional capital. Our financial statements do not include
any adjustments that may be necessary if we are unable to continue as a going concern.

Off-Balance
Sheet Arrangements

We
have no off-balance sheet arrangements.

Critical
Accounting Policies and Estimates

For
revenue from product sales, the Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue
Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial
Statements” (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1)
persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and
(4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding
the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts
and rebates to customers, estimated returns and allowance, and other adjustments will be provided for in the same period the related
sales are recorded.

The
preparation of financial statements in conformity with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures
of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those estimates.

6

Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

Smaller
reporting companies are not required to provide the information required by this item.

7

Item
8. Financial Statements.

DARKSTAR
VENTURES, INC.

CONSOLIDATED
FINANCIAL STATEMENTS

AS
OF JULY 31,
2018

IN
U.S. DOLLARS

TABLE
OF CONTENTS

Page

CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated
Balance sheets as of July 31, 2018 and 2017

F-2

Consolidated
Statements of Comprehensive Loss for the
years ended

July
31, 2018, and 2017

F-3

Consolidated
Statements of stockholders' equity (deficiency)
for the years ended

July
31, 2018, and 2017

F-4

Consolidated
Statements of cash flows for the years ended

July
31, 2018, and 2017

F-5

Notes
to financial statements

F-6

8

REPORT
OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Shareholders and the Board of Directors of Darkstar Ventures Inc.

Opinion
on the Financial Statements

We
have audited the accompanying balance sheets of Darkstar Ventures Inc. and its subsidiary (“the Company”) as of July
31, 2018 and the related statements of operations, changes in stockholders’ deficit and cash flows, for each of the periods
ended July 31, 2018, and the related notes and schedules (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July
31, 2018, and the results of its operations and its cash flows for each of the periods ended July 31, 2018, in conformity with
generally accepted accounting principles in the United States of America.

Basis
for Opinion

These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,
we express no such opinion.

Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.

Going
Concern

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company has not established a source of revenue sufficient to cover its operating costs.
As of July 31, 2017, the Company does not have sufficient working capital and cash resources to meet its planned business objectives.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

The
accompanying notes are an integral part of the consolidated financial statements.

F-4

DARKSTAR
VENTURES, INC.

CONSOLIDATED
STATEMENTS OF CASH FLOWS

Years ended

July 31,

2018

2017

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$

(378,263

)

$

(386,843

)

Adjustments required to reconcile net loss

to net cash used in operating activities:

Depreciation

1,654

632

Expenses in respect of loans

152,757

—

Accrued interest on loans to related party

—

(9,261

)

Changes in related party balances

131,979

100,409

Increase (decrease) in prepaid expenses and other current assets

2,348

(31,959

)

Increase in trade payables and other account payables

15,395

20,937

Net cash used in operating activities

(74,130

)

(306,085

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Increase in land development costs

(36,002

)

(11,243

)

Purchase of property and equipment

(1,343

)

(5,312

)

(37,345

)

(16,555

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long term loan

—

309,351

Proceeds from receivables on account of shares

12,561

137,439

Proceeds from loan Payable

51,775

—

Loans granted to related parties

—

(126,383

)

Net cash provided by financing activities

64,336

320,407

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(47,139

)

(2,233

)

EFFECT OF EXCHANGE RATE CHANGES

12,934

(17,171

)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

34,205

53,609

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

—

$

34,205

NON-CASH TRANSACTION:

Value of obligation to issue shares

—

64,735

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:

Interest

$

—

$

—

Income taxes

$

—

$

—

The
accompanying notes are an integral part of the consolidated financial statement

F-5

NOTE
1 - GENERAL

Darkstar
Ventures, Inc. (“the Company” or “we”) was incorporated on May 8, 2007 under the laws of the State of
Nevada.

The
Company established a wholly-owned subsidiary in Israel, Bengio Urban Renewals Ltd ("Bengio")., to focus its limited
resources in the area of real estate development, particularly focusing on the urban renewal market in Israel.

The
Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding
to operationalize the Company’s current business plan.

NOTE
2 - GOING CONCERN

The
Company has not commenced planned principal operations. The Company had an accumulated deficit of $1,364,231 as of July 31, 2018.
In addition, the Company continues to have negative cash flows from operations. These factors raise substantial doubt about the
Company’s ability to continue as a going concern.

There
can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that
funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional
capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force
the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business.
Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that
they will not have a significant dilutive effect on the Company’s existing stockholders.

The
accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying
amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES

a.

Functional
currency

The
functional currency of the Company is the U.S. dollar (“$” or “dollar"), which is the currency of the primary
economic environment in which the operations of the Company are conducted. The functional currency of its foreign subsidiary is
the New Israeli Shekel ("NIS").

The
financial statements of the subsidiary were translated into dollars in accordance with the relevant standards of the Financial
Accounting Standards Board ("FASB"). Accordingly, assets and liabilities were translated from NIS to $ using year-end
exchange rates and income and expense items were translated at average exchange rates during the year.

Gains
or losses resulting from translation adjustments are reflected in stockholders' deficit, under “accumulated other comprehensive
income (loss)”.

F-6

Balances
denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date.

Year ended July 31,

2018

2017

Official exchange rate of NIS 1 to U.S. dollar

0.273

0.281

b.

Principles
of consolidation

The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Inter-company balances
and transactions have been eliminated upon consolidation.

c.

Cash
equivalents

Cash
equivalents are short-term highly liquid investments which include short term bank deposit (up to three months from date of deposit),
that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less
as of the date acquired.

The
company’s cash and cash equivalents are maintained with major banking institutions in Israel.

d.

Use
of estimates

The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Actual results may differ from those estimates

e.

Share-base
payments

Share-based
payments to employees are measured at the fair value of the options issued and amortized over the vesting periods. Share-based
payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments
issued if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the
goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest.
The offset to the recorded cost is to share-based payments reserve. Consideration received on the exercise of stock options is
recorded as capital stock and the related share-based payments reserve is transferred to share capital.

f.

Loss
per share

Net
loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number
of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common
shares and of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options
under the Company’s share incentive plan and warrants which are included under the treasury share method when dilutive,
and (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible notes, which are
included under the if-converted method when dilutive. The computation of diluted net loss per share for the years ended July 31,
2016, and 2015, does not include common share equivalents, since such inclusion would be anti-dilutive.

F-7

g.

Deferred
income taxes

Deferred
taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between
the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Deferred tax balances are computed
using the tax rates expected to be in effect when those differences reverse. A valuation allowance in respect of deferred tax
assets is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized. The Company has provided a full valuation allowance with respect to its deferred tax assets.

h.

Property,
plant and equipment

Property,
plant and equipment are stated at cost, less accumulated depreciation. Assets are depreciated using the straight-line method over
their estimated useful lives. Computers, software and electronic equipment are depreciated over three years. Tools and equipment
are depreciated over ten years.

i.

Land
development costs

Land
development costs, including estimated value of land, under TAMA 38 purchase agreements are capitalized when definite agreement
is signed with the tenants. Tax arising from such agreements is recorded as Obligation under construction agreements when the
Company can estimate the tax obligation.

j.

Fair
value measurements

The
Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are
recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the
price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded
at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based
risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent
in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which
prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the
lowest level of input that is available and significant to the fair value measurement:

Level
2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for
identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the assets or liabilities.

Level
3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market
participants would use in pricing the asset or liability.

In
accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain
other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

As
of July 31, 2016 and 2015, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated
fair value due to the short-term nature and maturity of these instruments

F-8

k.

Adoption
of New Accounting Standards

ASC
Update 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entity’s Ability to Continue as a Going Concern"

In
August 2014, the FASB issued ASC Update 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40):
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern" ("ASU 2014-15"). ASU
2014-15 provide guidance on management’s responsibility in evaluating whether there are conditions or events, considered
in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year
after the date that the financial statements are issued (or within one year after the date that the financial statements are available
to be issued when applicable). ASU 2014-15 also provide guidance related to the required disclosures as a result of management
evaluation.

The
amendments in ASU 2014-15 became effective for the annual period ending after December 15, 2016, and for annual periods and interim
periods thereafter. Management applied the guidance of ASU 2014-15 to these financial statements and has determined that there
is a substantial doubt about the Company’s ability to continue as a going concern. Certain disclosures were updated to conform
to the disclosures required under ASU 2014-15.

In
May of 2014, the FASB issued ASC Update 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASC Update 2014-09
provides guidance for the recognition, measurement and disclosure of revenue related to the transfer of promised goods or services
to customers. This update was effective for fiscal years beginning after December 15, 2016, for which early adoption was prohibited.

However,
in August of 2015, the FASB issued ASC Update 2014-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the
Effective Date,” deferring the effective date of ASC Update 2014-09 to fiscal years beginning after December 15, 2017 (the
first quarter of fiscal year 2018 for the Company), and permitting early adoption of this update, but only for annual reporting
periods beginning after December 15, 2016, and interim reporting periods within that reporting period.

During
2016, the FASB issued several Accounting Standard Updates that focuses on certain implementation issues of the new revenue recognition
guidance including Narrow-Scope Improvements and Practical Expedients, Principal versus Agent Considerations and Identifying Performance
Obligations and Licensing.

An
entity should apply the amendments in this ASU using one of the following two methods: 1. retrospectively to each prior reporting
period presented with a possibility to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of
initially applying ASU 2014-09 recognized at the date of initial application. If an entity elects the latter transition method,
it also should provide certain additional disclosures.

The
Company intends to adopt ASU 2014-09 as of January 1, 2018. The Company is in the process of evaluating the impact of ASU 2014-09
on its potential revenue streams, if any, and on its financial reporting and disclosures. Management is expecting to complete
the evaluation of the impact of the accounting and disclosure changes on the business processes, controls and systems throughout
2017. Since the company did not report any revenues since its inception, management believes that the adoption of ASU 2014-09
will not have significant impact on its financial statements.

In
February of 2016, the FASB issued ASC Update 2016 - 02, “Leases (Topic 842): Section A – Leases: Amendments to the
FASB Accounting Standards Codification; Section B – Conforming Amendments Related to Leases: Amendments to the FASB Accounting
Standards Codification; Section C – Background Information and Basis for Conclusions.” ASC Update 2016-02 amends guidance
related to the recognition, measurement, presentation and disclosure of leases for lessors and lessees. This update is effective
for fiscal years beginning after December 15, 2018, including the interim periods within those years, with early adoption permitted.
The Company is in the process of evaluating the effect that ASU 2016-02 will have on the results of operations and financial statements.

In
June 2016, the FASB issued ASC Update 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments.” ASC Update 2016-13 revised the criteria for the measurement, recognition, and reporting
of credit losses on financial instruments to be recognized when expected. This update is effective for fiscal years beginning
after December 15, 2019, including the interim periods within those years, with early adoption permitted for fiscal years beginning
after December 15, 2018, including interim periods within those years. Adoption is not expected to have a material effect on its
results of operations, financial position, and cash flows.

In
March 2016, the FASB has issued ASC Update (ASU) No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements
to Employee Share-Based Payment Accounting". The amendments are intended to improve the accounting for employee share-based
payments and affect all organizations that issue share-based payment awards to their employees.

Several
aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b)
classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments
also simplify two areas specific to private companies.

For
public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within
those annual periods. Early adoption is permitted in any interim or annual period periods (i.e., in the first quarter of 2017
for calendar year-end companies).

The
Company is in the process of assessing the impact, if any, of ASU 09-2016 on its financial statements.

F-10

NOTE
4 – LAND DEVELOPMENT COSTS

The
Company signed two definite agreements with tenants one under "Tama 38" Israeli national zoning plan ("Tama 38")
and another under “Pinui Binui” project.

According
to the Tama 38 signed project the Company assumes the responsibility of renovating 32 apartments in exchange for covering all
costs of renovations, securing building permits and paying requisite taxes. The Company was granted the right to build an additional
28 apartments connected to the existing building that would be sold upon completion of the project.

According
to the “Pinui Binui” project the residents of 12 apartments are temporarily evacuated so that the buildings may be
demolished and rebuilt. Under the agreement the Company will pay all costs for demolition, construction, relocating apartment
owners and renting their temporary homes during construction. In exchange, the Comapny intends to add 24 new apartments
to the building that would be sold upon completion of the project.

Both
agreements are conditional upon obtaining the final approval from the cities' planning institutions and other conditions set forth
in the agreements. As the Company could not estimate the land purchase taxes arising from the agreements such costs were not accrued
in this financial statements. Land purchase taxes are not due until final approvals are obtained.

NOTE
6 – PREFERRED STOCK

The
Company’s Board of Directors may issue authorized but unissued shares of preferred stock in series and at the time of issuance,
determine the rights, preferences and limitation of each series. The holders of preferred stock may be entitled to receive a preference
payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of
the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely
affect the voting power of the holders of the common stock.

NOTE
7 – COMMON SHARES:

On
February 16, 2016, the Board of Directors of the Company and the holder of a majority of the issued and outstanding shares of
common stock of the Company (the "Majority Consenting Stockholder"), together, executed a joint written consent to authorize
and approve a Certificate of Amendment to the Company's Articles of Incorporation to increase the authorized capital stock of
the Company from 505,000,000 shares (the "Capital Stock"), consisting of 500,000,000 shares of common stock, par value
$0.0001 (the "Common Stock") and 5,000,000 shares of preferred stock, par value $0.0001 (the "Preferred Stock"),
to an authorized capital stock of the Corporation of 2,005,000,000 shares consisting of 2,000,000,000 shares of Common Stock and
five million 5,000,000 shares of Preferred Stock. It was also decided that the Board of Directors shall have the authority to
establish one or more series of Preferred Stock and fix relative rights and preferences of any series of Preferred Stock, without
any further action or approval of our stockholders.

F-11

On
April 14, 2016 the Board of Directors of the Company approved the issuance of 270,000,000 restricted shares of common stock of
the Company to Avraham Bengio, the Company's shareholder, Sole Director, CEO and CFO in consideration for the conversion of $270,000
loan granted to the Company. In addition, the Board of Directors of the Company has issued 120,000,000 restricted shares of the
Company to Avraham Bengio as compensation for services in the amount of $120,000.

In
addition, the Board of Directors of the Company approved the grant of 200,000 restricted shares of the Company to a service provider
as compensation for consulting services in the amount of $200. The shares were valued at $0.001 per share based on the sale of
shares to third parties on the same date.

On
April 14, 2016, the Board of Directors of the Company has approved the issuance of 150,000,000 restricted shares under a subscription
agreement with investors for total consideration of $150,000. During the period ended July 31, 2017, the Company received $137,439
of such subscription amounts.

On
August 22, 2017 the Company received payment of $12,561 for shares issued from receivables on account of shares issued.

NOTE
8 – LONG TERM LOAN:

On
February 28, 2016, Bengio and TCSM INC signed a loan agreement according to which TCSM would grant the Company a loan of up to
$256,016 (NIS 1,000,000). By July 31, 2017, the Company received loan installments of NIS 925,000. The loan bears interest at
an annual rate of 25%. The principal and interest will be repaid at March 1, 2019.

On
February 28, 2016 TCSM INC assigned its rights in the above loan agreement to a third party. The loan is secured by Avraham Bengio,
the Company's majority holder of the issued and outstanding shares of common stock and its Sole Director, CEO and CFO in an amount
of up to $172,826 (NIS 650,000).

On
March 8, 2017 Bengio entered into a loan agreement with a third party (the "Lender") according to which the lender will
lend the company up to $207,240 (NIS750,000). The loan bears annual nominal interest of 25%. The loan and accrued interest matures
on March 15, 2020. In addition, the Company undertook to issue the Lender 1% of the outstanding common shares of the Company (6,473,450
common shares) and to finance the cost of its par value ($6,473). As of the balance sheet date such shares have not been issued
yet. The value of the obligation to issues shares was valued at $64,735 and was recorded as additional paid in capital and was
offset against the loan balance.

NOTE
9 – INCOME TAXES:

At
July 31, 2018 the Company had available net-operating loss carryforwards for Federal tax purposes of approximately $395,000, which
may be applied against future taxable income, if any, through 2038. Certain significant changes in ownership of the Company may
restrict the future utilization of these tax loss carryforwards.

At
July 31, 2018 the Company had a deferred tax asset of approximately $134,000 representing the benefit of its net operating loss
carryforwards. The Company has not recognized the tax benefit because realization of the tax benefit is uncertain and thus a valuation
allowance has been fully provided against the deferred tax asset. The difference between the Federal Statutory Rate of 34% and
the Company’s effective tax rate of 0% is due to an increase in the valuation allowance of approximately $14,000 and $10,000
for the years ended July 31, 2018 and 2017, respectively.

F-12

The
Company’s subsidiary has estimated total available carryforward operating tax losses for Israeli income tax purposes of
approximately $601,000 as of July 31, 2018, which may be carryforward to offset against future income for an indefinite period
of time.

The
Company has no uncertain tax positions that require the Company to record a liability.

The
Company had no accrued penalties and interest related to taxes as of July 31, 2018.

NOTE
10 – RELATED PARTY TRANSACTIONS:

Details
of transactions between the Company and related parties are disclosed below:

The
following entities, as of July 31, 2018, have been identified as related parties:

Mr.
Avraham Bengio

-
Director and greater than 10% stockholder

Yashva
Yasamut Mekarkein Ltd

-
Joint control company

Yashva
Mekor Chaim Investment Ltd

-
-Joint control company

Bengio
Urban Renewals Management Ltd

-
Joint control company

July 31,

July 31,

2018

2017

$

$

The following transactions were carried out with related parties:

Balance sheets:

Loan to joint control companies

57,526

56,156

Loan (from) to related party - director

(45,255

)

118,087

As
of July 31, 2017 the balance of the related party includes loans to an officer of the. The loan is due twenty four months from
the date of the loan and bears an interest of 26% per annum. As of July 31, 2018 the loan was paid in full.

From
time to time, the director and stockholder of the Company provides advances to the Company for its working capital purposes. These
advances bear no interest and are due on demand.

From
time to time, the Company provides advances to joint control Companies for as advances for future services. These advances bear
no interest and are due on demand.

Income Statement:

Management services

165,000

—

On
November 1, 2017, Bengio and Bengio Urban Renewals Management Ltd ("Bengio Management"), a company controlled by the
Company's majority shareholder, signed a Management Service Agreement according to which the shareholder would provide management
services to Bengio the includes among other, locating potential projects, signing tenants and construction management. In consideration
for the services above the Company shall pay a monthly fee of $15,000 and $10,000 for each project signed and 1.5% of the projects
costs (as approved by the escorting bank).

F-13

Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

There
were no disagreements with accountants on accounting and financial disclosure of a type described in Item 304 (a)(1)(iv) or any
reportable event as described in Item 304 (a)(1)(v) of Regulation S-K.

Item
9A. Controls and Procedures

EVALUATION
OF DISCLOSURE CONTROLS

Our
Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure
controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e))
as of July 31, 2017, the end of the period covered by this annual report, has concluded that our disclosure controls and procedures
were not effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act
of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding disclosure.

MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined
in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed
by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers,
or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States of America.

The
Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s
assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our
management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control
over financial reporting at July 31, 2017. In making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on that assessment
under those criteria, management has determined that, as of July 31, 2017, our internal control over financial reporting was not
effective.

This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant
to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers”
under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes
in Internal Control Over Financial Reporting

There
have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

9

Item
9B. Other Information.

None.

PART
III

Item
10. Directors, Executive Officers and Corporate Governance.

Directors
and Executive Officers

Set
forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices
or employments for the past five years of our current directors and executive officers.

On
May 14 2015 Chizkyau Lapin resigned as Chairman, President and Chief Executive Officer and Accounting Officer and was replaced
by Avraham Bengio . Mr Bengio studies engineering in the High School of Technology in Jerusalem . From 1995 until present
he is the CEO ( also founder ) of a company in Israel YSVA MAKOR CHAYIM Investments LTD in the business of Land and Building investments
and development .

Each
director of the Company serves for a term of one year or until the successor is elected at the Company's annual stockholders’
meeting and is qualified, subject to removal by the Company's stockholders. Each officer serves, at the pleasure of the board
of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors.

There
are no familial relationships among any of our officers or directors. None of our directors or officers is a director in any other
reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within
the last ten years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or
any associate of any such officer or director, is a party adverse to the Company or has a material interest adverse to the Company.

Code
of Ethics; Financial Expert

Because
of the small size and limited resources of the Company, we do not currently have a Code of Ethics applicable to our principal
executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee
or nominating committee.

Potential
Conflicts of Interest

Since
we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed
by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers
have the authority to determine issues concerning management compensation and audit issues that may affect management decisions.
We are not aware of any other conflicts of interest with any of our executives or directors.

Section
16(a) Beneficial Ownership Reporting Compliance

Section
16(a) of the Securities Exchange Act of 1934 requires executive officers and directors of the Company and persons who own more
than 10% of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership
with the Securities and Exchange Commission, and forward copies of such filings to the Company. All of our executive officers
and directors have complied with the Section 16(a) filing requirements.

10

Involvement
in Certain Legal Proceedings

There
are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved
a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities
or banking industries, or a finding of securities or commodities law violations.

Item
11. Executive Compensation.

Outstanding
Equity Awards

Since
our incorporation on May 8, 2007, none of our directors or executive officers has held unexercised options, stock that had not
vested, or equity incentive plan awards.

Compensation
of Directors

During
the fiscal year ending July 31, 2018, the company paid the CEO a cash compensation of approximately $4,000 and accrued addition
$165,000 of management fee.

The
following table lists, as of November 14, 2017, the number of shares of common stock of our Company that are beneficially owned
by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;
(ii) each executive officer and director of our Company; and (iii) all executive officers and directors as a group. Information
relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished
by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under
these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes
the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting
of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to
be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he
or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The
percentages below are calculated based on 647,345,000 shares of our common stock issued and outstanding as of October 26, 2016.
We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common
stock.

We
are not subject to listing requirements of any national securities exchange or national securities association and, as a result,
we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe
that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations
of the American Stock Exchange.

11

Item
14. Principal Accounting Fees and Services.

Our
principal independent accountants are Weinberg and Bear LLC. The pre-approved fees billed to the Company are set forth below:

Fiscal Year Ended July 31, 2016

Fiscal Year Ended July 31, 2017

Audit Fees

$

11,000

$

12,500

Audit Related Fees

$

0

$

0

Tax Fees

$

0

$

0

All Other Fees

$

0

$

0

As
of July 31, 2018, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The
Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our
financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal
accountant's full-time, permanent employees was 0%.

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

DARKSTAR
VENTURES, INC.

Dated:
November 14, 2018

By:

/s/
Avraham Bengio

Name:

Avraham
Bengio

Title:

Chairman,
President, Chief Executive Officer,

Chief
Financial Officer and Director

(Principal
Executive, Financial and Accounting Officer)

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

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